KVH INDUSTRIES INC \DE\

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Pay Versus Performance Table

The following table provides a comparison between two measures of compensation for our named executive officers and certain measures of performance. The two compensation measures are the named executive officers’ “total compensation,” as presented in the Summary Compensation Table, and their “compensation actually paid,” a measure of compensation required by SEC rules. These measures are presented for each person who served as our chief executive officer during the relevant year, individually, and for our other named executive officers, as an average for the group.

While both “total compensation” and “compensation actually paid” measure compensation for the same fiscal year, the two measures are calculated differently. Compensation actually paid is based on total compensation but substitutes different amounts for equity compensation. Compensation actually paid removes from total compensation the grant-date fair value of equity awards granted during the relevant year and replaces it with the net aggregate change in the fair value of equity awards during the relevant year.

This net aggregate change in fair value represents the sum of:

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the year-end fair value of new awards granted during the year that are outstanding and unvested as of the end of the year;

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the change in the fair value (positive or negative) of unvested awards outstanding during the entire year, measured from the beginning of the year to the end of the year;

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the vesting-date fair value of new awards that are granted and also vest in the year;

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the change in the fair value (positive or negative) of unvested awards that are held at the beginning of the year and that also vest during the year, measured from the beginning of the year to the vesting date;

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the loss in fair value of unvested awards outstanding at the beginning of the year that fail to meet applicable vesting conditions during the year, measured as the loss of the fair value of those awards at the beginning of the year; and

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the dollar value of any dividends or other earnings paid on awards during the year prior to any vesting date that are not otherwise reflected in total compensation for the year.

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The net change in aggregate fair value must also reflect any increase in the fair value of any equity awards that were repriced or otherwise materially modified during the year. No equity awards were repriced or otherwise materially modified during any of the years presented.

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(1)

Represents the cumulative total shareholder return (on a dividends-reinvested basis) on our common stock from December 31, 2022, the last trading day before the earliest year presented in the table, to the last trading day of the relevant year, calculated on the basis of an investment of $100 in our common stock on December 31, 2022.

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(2)

Represents compensation actually paid for 2025 to Brent C. Bruun, our chief executive officer during 2025, and the average compensation actually paid for 2025 to Felise B. Feingold and Anthony Pike, our other named executive officers for 2025. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid (excluding the grant-date fair value of equity awards granted in 2025, which is presented separately in the Summary Compensation Table):

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KVH Industries, Inc. 2026 Proxy Statement 18

Assumptions used in the calculation of fair values for this table that differed from the assumptions disclosed in the calculation of fair value as of the respective grant dates are: for option valuations as of December 31, 2024, a risk-free rate of 4.36%, volatility of 48.63%, an expected total life of 4.32 years (adjusted down based on time since grant), and the closing stock price on December 31, 2024; for option valuations during 2025, a risk-free rate of 3.93%, volatility of 40.81%, an expected total life of 4.00 years (adjusted down based on time since grant), and the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date; for RSAs, the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date.

(3)

Represents compensation actually paid for 2024 to Brent C. Bruun, our chief executive officer during 2024, and the average compensation actually paid for 2024 to Felise B. Feingold, Anthony Pike, Roger A. Kuebel and Robert J. Balog, our other named executive officers for 2024. The employment of Messrs. Kuebel and Balog terminated in 2024, and the compensation actually paid to them includes severance compensation paid to them in 2024, including the acceleration of vesting of certain equity awards. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid (excluding the grant-date fair value of equity awards granted in 2024, which is presented separately in the Summary Compensation Table):

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Assumptions used in the calculation of fair values for this table that differed from the assumptions disclosed in the calculation of fair value as of the respective grant dates are: for option valuations as of December 31, 2023, a risk-free rate of 4.49%, volatility of 43.93%, an expected total life of 4.3 years (adjusted down based on time since grant), and the closing stock price on December 31, 2023; for option valuations during 2024, a risk-free rate of 4.36%, volatility of 48.63%, an expected total life of 4.32 years (adjusted down based on time since grant), and the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date; for RSAs, the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date. Assumptions used in the calculation of fair values of options for which vesting was accelerated on April 22, 2024 were a risk-free rate of 5.42%, volatility of 39.91%, an expected total life of 0.25 years, and the closing stock price on April 22, 2024.

(4)

Represents compensation actually paid for 2023 to Brent C. Bruun, our chief executive officer during 2023, and the average compensation actually paid for 2023 to Robert J. Balog and Roger A. Kuebel, our other named executive officers for 2023. Martin Kits van Heyningen, our former chief executive officer, did not serve as a named executive officer during any portion of 2023. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid (excluding the grant-date fair value of equity awards granted in 2023, which is presented separately in the Summary Compensation Table):

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Assumptions used in the calculation of fair values for this table that differed from the assumptions disclosed in the calculation of fair value as of the respective grant dates are: for option valuations as of December 31, 2022, a risk-free rate of 3.02%, volatility of 43.19%, an expected total life of 4.24 years (adjusted down based on time since grant), and the closing stock price on December 31, 2022; for option valuations during 2023, a risk-free rate of 4.49%, volatility of 43.93%, an expected total life of 4.3 years (adjusted down based on time since grant), and the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date; for RSAs, the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date.

19 KVH Industries, Inc. 2026 Proxy Statement